Bob O'Donnell
Chief Compliance Officer
Clean Tech Incorporated
1-800-268-4785
Introduction
The Clean Tech Incroporated. Code of Business Conduct (“Code”) applies to all representatives,
Associates (defined as any person who is employed by the Company), including but not limited
to supervisors, managers, consultants, directors, officers and any other persons whose business
activities are conducted for Clean Tech Incorporated. and/or any of its subsidiaries (collectively,
the “Company”). The Code requires all Associates of the Company to act ethically when
conducting the business of the Company. This Code provides a summary of the conduct required
from all Associates of the Company, and is a source for guidance, modification, accountability
for, and enforcement of its provisions; and is hereby incorporated into the Company handbooks.
The integrity of the Company must not ever be compromised for the personal benefit of an
Associate, Customer or Supplier. Early identification and resolution of ethical issues are critical
to maintaining our commitment to ethical business practices. If you are unsure of what to do in
any situation, seek additional guidance and information from the Company’s designated Chief
Compliance Officer identified on the Company’s website. You may remain anonymous.
You are responsible to know and comply with the provisions of the Code. Failure to comply with
the Code could result in disciplinary action, up to and including termination of employment. In
addition, violation of the Code may also be a violation of either civil or criminal law and may
result in civil or criminal penalties for you, your supervisor, and the Company. Company policy
and the law prohibit retaliatory action against any Associate for reporting suspected violations of
the Code or for raising legitimate concerns or questions regarding ethics matters.
This Code does not constitute a contract of employment for a definite term or a guarantee of
continued employment.
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Conflicts of Interest
It is fundamental to this Code that the conduct of all business dealings of the Company be carried
out in the best interest of the Company and within appropriate ethical and legal boundaries.
Associates should not have personal interests that conflict with the interests of the Company.
Financial Interests and Investments in Suppliers, Customers and Competitors
This Code prohibits financial conflicts of interest related to investments in or other interests in
suppliers, customers and competitors. The prohibitions contained in the Code in this respect
apply not only to the Associate, but also apply to any immediate family members living in the
same household as the Associate. The Code prohibits a conflict of interest or the appearance of a
conflict of interest. An Associate must submit to the Chief Compliance Officer any fact situation
that is, or potentially constitutes, a conflict of interest or the appearance of a conflict of interest.
The Compliance Officer will determine the course of action required by this Code.
Some examples of a financial interest prohibited by this Code are a financial interest or
investment in any entity (by an officer of the Company, or an Associate that is involved in the
procurement of goods and services, or who influences the decisions made regarding the selection
of a particular vendor or supplier of goods or services) that (a) competes with; (b) is a supplier
to; or (c) is a customer of the Company. This does not include investments that are (a) held
through a publicly traded mutual fund; or (b) equal to or less than $25,000, provided that any
changes in value above the limit during the year are not the result of additional investment by the
Associate. Associates in the category described in this paragraph must disclose to the Chief
Compliance Officer any investments or financial interests of this nature annually by October 1st
of each year. For other Associates, there is no limit to the investment or financial interest in the
publicly traded securities of suppliers or customers and no disclosure requirement under the
Code.
Any investments made prior to the Associate becoming employed by the Company may be
retained provided the Associate registers the investment with the Chief Compliance Officer at
the time this policy is effective and provided no additional investment is made during the time
the Associate is employed by the Company.
In instances where the application of this policy results in extreme hardship, the Associate may
request the Chief Compliance Officer seek a waiver from the Board of Directors of the
Company.
All officers of the Company and Associates that are paid on the executive payroll are required to
disclose annually (prior October 1st of each year) all of their investments (whether or not they are
competitors, suppliers, or customers) by name, but not by amount. All Associates must disclose
all investments that are or may be prohibited by this Code (competitor, supplier or customer)
annually by furnishing a list to the Chief Compliance Officer of the names of the investment and
other pertinent details. The Chief Compliance Officer must determine whether or not a conflict
of interest exists, and what action, if any, is required of the Associate in regard to that investment
or interest.
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Affiliated Transactions
The Company’s policy is to purchase goods and services on the basis of price, quality,
availability, terms and services. While we prefer to deal with Clean Tech’s affiliated companies
where possible, any transactions with affiliated entities are required to be at arm’s-length terms
and competitive to the marketplace.
Limitations on receipt of gifts, gratuities and trips
No Associate or family member living in the same household shall accept from any current or
prospective vendor, supplier, customer or competitor any loans, trips, entertainment, gifts, or
other gratuities, including meals, except of a token amount, defined as having a value of $250.00
or less. No written disclosure of token items is required, provided that such items in the
aggregate or from one source do not exceed $1,000 in any year. Associates with procurement or
sales responsibilities shall not accept any items, except those of a token amount, with the
exception of trips pre-approved by the Chief Compliance Officer. An example of a trip that
would require the prior approval of the Chief Compliance Officer would be a trip to a vendor or
supplier to inspect or review a product or manufacturing facility.
Business Opportunities, Fair Dealing and Full Disclosure
An Associate is prohibited from taking for his or her own benefit a business opportunity that in
fairness belongs to the Company. Some examples of this would be:
•
the acquisition of an interest in real estate known by the Associate to be of interest or benefit
to the Company;
•
accepting a business opportunity from someone doing business with the Company that is
made available to the Associate because of his or her position with the Company; or
•
engaging in a business opportunity with the Company through an entity in which the
Associate has an undisclosed interest.
Similarly, an Associate is prohibited from using information to which he or she has access by
virtue of his or her position in the Company for his or her personal interest to the detriment of
the Company’s interest. An Associate is strictly required to maintain all confidential information
of the Company, and prohibited from taking advantage of anyone through misrepresentation or
omission of material facts, manipulation of information, or any other unfair dealing.
Restrictions on employees rendering services to outside organizations and accepting
remuneration for outside services
Associates may not accept outside employment with, or compensation from, a competitor,
vendor, supplier, or customer of the Company, under circumstances that would cause confusion
in our customers between the goods and services being provided by the Associate and the goods
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and services being provided by the Company. No Associate compensated under the executive
payroll will render professional services to or act as a consultant or advisor to, or act as an agent
of or for any organization that is not part of the Company or its affiliates. Nothing in this Code
prohibits Associates from participating in trade or professional associations, religious or
charitable organizations, government entities (including elected and appointed political offices)
or industry research organizations.
Other Conflicts of Interest
No statement of policy can address all situations that may present a conflict of interest for our
Associates. The Company must rely on the character, integrity and judgment of its Associates to
avoid situations that may create a conflict of interest or the appearance of a conflict of interest.
In situations not specifically addressed in this Code, or in instances in which Associates need
additional guidance or explanation regarding a particular situation, Associates are encouraged to
consult their immediate supervisor or to contact the Chief Compliance Officer.
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Confidentiality, Intellectual Property, Misappropriation of Assets
This Code requires Associates to protect sensitive corporate information and prohibits Associates
from disclosing it to unauthorized individuals or from using it for their personal gain. The
sensitive information of the Company includes, but is not necessarily limited to, the following
categories: (a) plans, strategies, tactics or organizational structure not announced to the public;
(b) technologies and know-how, whether or not patented or capable of being patented; (c)
financial data or the results of operations not publicly reported or subject to reporting
requirements; (d) personal information regarding any Associate of the Company, whether
currently employed or formerly employed; or (e) any material aspects of any contract to which
the Company is a party. Exceptions to this general policy include disclosure to attorneys,
accountants and other professionals working on behalf of the Company. Any and all subpoenas
of or for information received by an Associate should be forwarded to the Legal Department for
review and response. Any Associate who is unsure whether information is sensitive corporate
information should consult the Chief Compliance Officer for clarification prior to disclosure.
All Company assets, including phones and computers, are used for legitimate Company business
and it is the obligation of every Associate to appropriately safeguard them from waste, damage,
tampering, or theft. Theft of Company property or the willful falsification of Company
documents for the personal gain of an Associate is prohibited and may subject the Associate to
criminal prosecution and disciplinary action. This Code prohibits the use of the Company’s
name, facilities, or relationships for personal benefit or for outside work. Use of the Company’s
name, facilities or relationships for charitable or pro bono work can be made only with prior
approval from the Chief Compliance Officer. Each and every Associate must follow the
Company’s policies with respect to phone and computer use.
Company information systems, as well as the Company’s manufacturing capabilities, capacities
and all technology and know-how are part of the Company’s proprietary information and subject
to all confidentiality provisions contained in this Code.
Our customer’s trust is one of our most important assets. You are required, therefore, to
safeguard any financial or other confidential information that you learn about our customers, and
you may only use customer information for the reason for which the information was gathered.
Any and all innovations created and information generated as part of your employment
relationship are the exclusive property of the Company and cannot be used for any other purpose
without the express written consent of the Company. Copying, selling, using or distributing the
Company’s information, software and other forms of intellectual property are strictly prohibited
by the Code. Upon termination of employment with the Company, Associates are required to
return all Company property to the Company. To the extent permitted by applicable law, the
Company reserves the right to withhold from Associates compensation or other payments until
all Company property has been returned.
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EEOC, OSHA and Company Policies on Workplace Violence, Controlled Substances and
Alcohol
This Company strictly prohibits discrimination for or against any Associate because of age, sex,
race, religion, creed, color, national origin, ancestry, disability, gender, sexual orientation,
marital status, or covered veteran status, and strictly prohibits actions constituting unlawful
discrimination, including sexual harassment.
“Sexual harassment” is defined by regulation as: unwelcome sexual advances, requests for
sexual favors and other verbal or physical conduct of a sexual nature when: (1) submission to
such conduct is made either explicitly or implicitly a term or condition of an individual’s
employment; (2) submission to or rejection of such conduct by an individual is used as the basis
for employment decisions affecting such individual; or (3) such conduct has the purpose or effect
of unreasonably interfering with an individual’s work performance or creating an intimidating,
hostile or offensive working environment.
Prohibited racial and national origin harassment includes but is not necessarily limited to the
following: racial, ethnic slurs or other verbal or physical conduct relating to an individual’s race
or national origin when this conduct (1) has the purpose or effect of creating an intimidating,
hostile or offensive working environment; (2) has the purpose or effect of unreasonably
interfering with an individual’s work performance; or (3) otherwise adversely affects an
individual’s employment opportunities.
An Associate who may be the victim of sexual harassment or racial or national origin harassment
should contact the Chief Compliance Officer or any Human Resources representative directly or
through the Company “Open Line” system defined more specifically in the Company handbook.
Any complaint will be appropriately investigated and appropriate action will be taken.
Further, this Code strictly prohibits coercion, intimidation, interference or discrimination against
any Associate for filing a complaint alleging discrimination or harassment or assisting in an
investigation of any allegations of discrimination or harassment. Associates are protected under
federal and applicable state or local “whistleblower” protection laws for providing information in
accordance with these statutes and regulations, and this Code prohibits retaliation against any
Associate for providing this information appropriately.
Associates are required to respect the dignity of the individual, nurture and support diversity,
facilitate training and career development through educational programs, both internal and
external, and mentoring, and promote Associate fulfillment, and accommodate a balance of
career and family commitments.
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It is every Associate’s responsibility to promote and provide a safe, clean and productive
environment in which to work. This Code adopts “zero-tolerance” for workplace violence
committed by or against any Associate. This prohibition includes, but is not necessarily limited
to the following: (a) engaging in acts of violence or threatening to engage in acts of violence; or
(b) conduct or behavior that causes an Associate to reasonably believe that he or she is to be the
object of violence. All incidents reported will be investigated promptly and appropriate
disciplinary action will be taken. The Company will assist the police and judicial system and
support criminal prosecution of Associates (or other individuals) found by investigation to have
violated this Code.
The Company strictly prohibits the possession of any firearm by an Associate on Company
property.
An Associate is strictly prohibited from the following acts: (a) drinking alcoholic beverages
during the time the Associate is being paid by the Company; (b) drinking alcoholic beverages on
Company property; and (c) transporting or bringing alcoholic beverages onto Company property
or being in possession of alcoholic beverages while on Company property.
It is also the Company’s intent to provide a drug-free work environment. The unlawful
manufacture, distribution, dispensation, possession or use of controlled substances in the
workplace is strictly prohibited. Associates are required to notify the Chief Compliance Officer
of any criminal drug statute convictions for a violation occurring in the workplace within five
days of such conviction.
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Anti-trust Laws and Tying Arrangements
Fundamental anti-trust law prohibits business practices that restrain free trade. The goal of the
law is to permit free trade and free competition to work in the business world to provide support
of the free enterprise business system for the advantage of the consumer.
It is a violation of the law to do any of the following:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
Allocate either customers or markets between or among suppliers;
Place restrictions on production;
Fix prices for products among horizontal competitors;
Enter into agreements that unduly limit a customer’s ability to sell a product or
service, including setting the price at which the customer may market that product
or service;
Tying arrangements;
Conduct activity to monopolize a market or reduce competition in, including
pricing a product below cost in order to eliminate or reduce competition;
Use illegal or unethical means to gather information about competitors;
Stealing proprietary information or obtaining proprietary information without the
owner’s consent; or
Inducing disclosure of proprietary information by past or current employees of
other companies.
Therefore, there should never be discussions of these issues by any of our Associates with
directors, owners, or associates of competitors. This issue is particularly sensitive if you are a
representative of the Company in any trade association or meeting of members of our industry.
Even seemingly innocent conversations can have serious consequences.
Tying arrangements, whereby customers must purchase or provide a product or service, as a
condition for another product or service being made available is, in certain instances, illegal. If
you have a question in this area, it is imperative that you contact the Chief Compliance Officer to
resolve the issue.
Wage and hour laws apply to every Associate, either because the Associate is or is not covered
by certain provisions of those regulations. The regulations are both federal and state. The
regulations are designed to ensure certain levels of compensation determined by the function and
hours of work provided by an Associate. The Company strictly adheres to these regulations. It
is a requirement that all Associates be compensated in accordance with these regulations. No
Associate will endeavor to intentionally mis-apply the regulations either for his or her own
benefit or for the benefit of the Company. If you have any questions in this regard, please
contact the Chief Compliance Officer or the Human Resources Department.
The Company is committed to dealing fairly with its competitors, customers, suppliers, and
Associates. No person is permitted to take unfair advantage of anyone through manipulation,
concealment, abuse of confidential information, misrepresentation of material facts or other
unfair dealing.
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Financial Books and Records and Accounting Practices
All officers, including in particular the Chief Executive and Chief Financial Officers, as well as
all Associates with responsibilities involving the Company’s financial books and records, are
expected to observe and comply with generally accepted accounting principles, the system of
internal controls and disclosure controls and procedures established by the Company, and
provisions of the Foreign Corrupt Practices Act requiring that the Company’s books and records
accurately and fairly reflect in reasonable detail the financial condition and results of operations
of the Company. Company policies are intended to promote full, fair, accurate, timely and
understandable disclosure in reports and documents filed with or submitted to the SEC and in the
Company’s public statements. In furtherance of these requirements:
•
no false, misleading or artificial entries shall be made on corporate books, records and reports
for any reason;
•
no undisclosed or unrecorded corporate funds or assets shall be established for any purpose;
and
•
no payments from corporate funds or other assets shall be approved or made with the
intention or understanding that any part of such payment will be used for any purpose other
than that described by the documents supporting the payment. All payments must be
supported with appropriately approved purchase orders, invoices or receipts, expense reports
or other customary documents, all in accordance with established policy.
Each Associate is responsible for reporting any apparent weakness in the system of accounting
controls, circumvention of accounting controls, failure to follow the policies and procedures
established by the Company, or suspicious or unusual accounting or budget entries to the
attention of the Manager of the department or the Chief Compliance Officer.
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U.S. Foreign Corrupt Practices Act;
Anti-Money Laundering Compliance;
U.S. Embargoes and Sanctions
The U.S. Foreign Corrupt Practices Act (“FCPA”) is a law that prohibits giving money or other
things of value to foreign government officials or foreign government representatives, with the
intent of influencing the official’s actions to obtain or retain business for the Company or to seek
an improper advantage. It prohibits such payments directly or indirectly by the Company.
The following types of payments are strictly prohibited by the FCPA: (a) payments to Associates
and their families (or any person, company or organization or any representative of any such
person, company or organization) related to business transactions involving the Company; (b)
direct or indirect bribes, kickbacks, or other questionable legal, illegal, improperly recorded or
erroneously deducted payments, regardless of form, whether in money, property or services, for
the purposes of obtaining any favorable treatment in securing business or to otherwise obtain
special concessions; (c) payments for favorable treatment for business secured or for special
concessions already obtained in the past that are made to any government official or employee,
or family of a government official or employee (domestic or foreign, and whether on the national
or local level), regulatory agency, government-controlled business, corporation, company or
society (or any representative of any such person, company or organization).
If any Associate has any information, knowledge or belief that this Code is being violated, the
Associate is required to report it immediately to the Chief Compliance Officer for investigation.
If an Associate has any uncertainty about facts or circumstances, the Associate should seek the
advice of the Chief Compliance Officer.
The Chief Financial Officer is responsible for providing and maintaining a system of controls to
assure compliance with the FCPA. In addition, the audit of the Company’s financial statements
shall include evaluation of the Company’s compliance with the FCPA. Payments permitted
under 78dd-1(b) of the FCPA are payments to foreign officials to expedite or secure the
performance of a routine governmental action, and may be made only with the express prior
approval of the Chief Compliance Officer.
Money laundering is the process of converting proceeds from illegal activity so that funds are
made appear to be legitimate. This conversion is not limited to cash transactions. The more the
Company becomes involved in international business, the more vulnerable the Company
becomes in this area of concern. It is important, therefore, for each Associate to conduct
reasonable and appropriate due diligence prior to entering into business transactions with new
customers or suppliers.
Since September 11, 2001, the government and foreign agencies have identified individuals and
organizations that may be linked to terrorist activities and passed laws restricting individuals,
corporations or foreign subsidiaries from doing business with countries, groups and individuals
associated with terrorist activity or narcotics trafficking. The Company fully supports and will
comply with economic sanctions and embargoes and other laws facilitating the attainment of the
objectives of stopping terrorist activity or narcotics trafficking.
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Environmental Issues
All Associates are to protect the environment in the locations where the Company has facilities
and operations, and to preserve them for the benefit of the communities in which we serve and
which serve our business needs. We are committed to doing business in an environmentally
responsible manner and identifying environmental risks that may be associated with our
manufacturing operations.
Code Accountability, Adherence, Reporting and Penalties
The Board of Directors of the Company designates a Chief Compliance Officer who acts as a
single point of contact for any Associate or third party, including government agencies, or law
enforcement agencies, having concerns or questions about compliance with this Code.
Associates are free, however, to address questions directly to their supervisors. The Chief
Compliance Officer will handle concerns about potentially unethical behavior by any Associate,
customer, or supplier on a confidential basis. The identity of the Chief Compliance Officer will
be continuously posted electronically and displayed and listed throughout the Company.
Direct contact with the Chief Compliance Officer can be effected by calling the designated 800
number, or by sending a letter to the Chief Compliance Officer at: Chief Compliance Officer,
Clean Tech Incorporated, 41605 Ann Arbor Road, Plymouth, Michigan 48170. Associates can
request copies of the Code from the Chief Compliance Officer or from the Human Resources
Department. The Code is additionally available on line at the Company Website
(www.cleantechrecycling.com).
Associates must communicate honestly and conduct the Company’s business with the highest
standards of ethics, trust, and integrity. All Associates of the Company as a condition of
employment are required to follow the rules of conduct contained in this Code of Business
Conduct. Additionally, all Associates of the Company are responsible to raise questions about
compliance with the Code if conditions arise that cause concern, and to report suspected
violations of this Code to the Chief Compliance Officer designated by the Company.
All concerns or complaints will be investigated promptly and appropriate action taken. In
investigating any alleged violation of this Code, the Chief Compliance Officer may collect
information, through any lawful means, either directly or indirectly, including requiring an
Associate (or family member living in the same household), vendor or supplier to provide
information, requested by the Chief Compliance Officer and determined necessary or helpful in
determining compliance with this Code. It is the Associate’s responsibility to provide the
requested information. In addition, the Chief Compliance Officer may require any Associate to
certify from time to time that he or she is complying with all of the provisions of this Code.
Any Associate who fails to comply with the requirements of this Code of Business Conduct is
subject to disciplinary action, up to and including termination of employment.
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Political, Governmental and Civic Activities and Contributions
All Associates are expected to be good citizens, and are encouraged to provide charitable giving
and voluntary service to our communities, our state and the other states and nations in which the
Company conducts its business. Associates are encouraged to participate in government
organizations, boards, commissions, committees, and councils, and may be permitted to be
elected or appointed to political office at the state, local, or national level so long as their duties
do not conflict with their responsibilities to the Company. Associates who wish to be elected or
appointed to political office must obtain the approval of the Company beforehand.
Activity covered under this section of the Code may not be conducted on Company property or
when the Associate is being paid for his or her services (on Company time). No Company funds,
assets or resources shall be contributed to candidates of a political party and the law prohibits
financial support by the Company of an Associate’s political activity. The Associate may
participate in political and governmental activities as a personal matter, and generally outside of
the Associate’s work time and not as a representative of the Company. Further, this participation
is expected not to detract from an Associate’s ability to perform his or her Company
responsibilities.
Any Associate elected or appointed to political office or the participation of any Associate in
political activities, including economic contributions to causes or candidates, must conduct these
activities in strict compliance with law and in accordance with Company rules. It would not be
appropriate for an Associate to participate in the approval of or negotiation of an agreement
between the Company and a political body in which the Associate is a political official.
No Associate will coerce any other Associate to participate in any political activity or in any
Political Action Committee.
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Waivers and Amendments
Any requests for waivers of the Code for Associates who are not executive officers must be
directed through your supervisor to the Chief Compliance Officer. Requests for waivers for
directors and executive officers must be directed to the Board of Directors through the Corporate
Secretary. Only the Board of Directors may waive the applicability of the Code for a director or
executive officer. Any waiver granted to directors or executive officers, including the Chief
Executive Officer and Chief Financial Officer, and the reasons for granting the waiver, and any
change in the Code applicable to directors and executive officers, including the Chief Executive
Officer and Chief Financial Officer, must be promptly disclosed to the public as required by law.
The Board of Directors must approve any amendments to the Code. If any officer, manager,
director, or supervisor attempts to modify the provisions of this Code orally, or to direct action
that appears to be in conflict with the provisions of this Code, it is the responsibility of any
Associate who becomes aware of such attempted modification or action to immediately inform
the Chief Compliance Officer of this circumstance.
Associates are expected to know and follow the provisions of this code when conducting any
Company business.
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Acknowledgement Page and Signature
I hereby confirm that I have received and read the Code of Business Conduct, and that I
understand my obligations contained in it. If I have any questions in regard to my obligations
under the Code, I will refer them to the Chief Compliance Officer.
__________________________________
Print Associate’s Name
Associate’s Signature:
_________________________________
_________________________________
Location
Date: ____________________________
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